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This paper presents the results of an extended series of studies that were focused on 9-and 10-year-old learning disabled (LD) children of normal general intelligence who performed very poorly on memory span tasks. The goals of the research were (a) to identify the basic information processing difficulties that interfered with performance on span tasks and (b) to investigate the ways that these processing problems might also interfere with performance on academic tasks. Evidence is reviewed suggesting that this subgroup of LD children has particular difficulties processing the phono-